SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
X	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* HARRINGTON DANIEL P (Last) (First) (Middle) C/O BMP SUNSTONE CORPORATION 600 W. GERMANTOWN PIKE, SUITE 400 (Street) PLYMOUTH MEETING PA 19462 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol BMP Sunstone CORP [ BJGP ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 02/24/2011
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	02/24/2011		D		17,385(1)	D	$10	0	D
Common Stock	02/24/2011		D		1,154,602(1)	D	$10	0	I	By TVI Corp.(2)
Common Stock	02/24/2011		D		10,000(1)	D	$10	0	I	By HTH Limited Partnership(3)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock option (right to buy)	$3.84	02/24/2011		D			50,000	(4)	10/27/2019	Common Stock	50,000	$6.16(5)	0	D
Warrant for Common Stock	$9.37	02/24/2011		D			21,288	08/22/2007	08/22/2012	Common Stock	21,288	$0.63(6)	0	I	By TVI Corp.(2)
12.5% March Cash Secured Convertible Note due July 1, 2011	$3	02/24/2011(7)		D			16,666	05/15/2009	07/01/2011	Common Stock	16,666	(7)	0	I	By HTH Limited Partnership(3)
12.5% March Cash Secured Convertible Note due July 1, 2011	$3	02/24/2011(7)		D			166,666	05/15/2009	07/01/2011	Common Stock	166,666	(7)	0	I	By TVI Corp.(2)
12.5% Secured Convertible Note due July 1, 2011	$3	02/24/2011(8)		D			416,666	05/15/2009	07/01/2011	Common Stock	416,666	(8)	0	I	By TVI Corp.(2)
12.5% March Cash Secured Convertible Note due July 1, 2011	$3	02/24/2011(7)		D			166,666	05/15/2009	07/01/2011	Common Stock	166,666	(7)	0	I	By Tinkham Veale II Revocable Trust(9)

Explanation of Responses:

1. Disposed of upon the merger (the "Merger") consummated pursuant to the Agreement and Plan of Merger, dated as of October 28, 2010, as amended on November 22, 2010, among the issuer, sanofi-aventis and Star 2010, Inc. (the "Merger Agreement"), in exchange for $10.00 per share.

2. Mr. Harrington has dual voting and investment control over securities held by TVI Corp.

3. Mr. Harrington has dual voting and investment control over securities held by HTH Limited Partnership.

4. Pursuant to the Merger Agreement, all options became fully vested upon the consummation of the merger.

5. Pursuant to the Merger Agreement, the option was converted into the right to receive a cash payment equal to the product of (x) the total number of shares of issuer common stock subject to the option multiplied by (y) the excess of the merger consideration (or $10.00 per share) over the exercise price per share of issuer common stock subject to the option.

6. Pursuant to the Merger Agreement, the warrant was canceled in exchange for a lump sum cash payment equal to (i) the product of (A) the number of shares of issuer common stock subject to the warrant and (B) the merger consideration (or $10.00 per share), minus (ii) the product of (A) the number of shares of issuer common stock subject to the warrant and (B) the per share exercise price of the warrant.

7. Upon the consummation of the Merger, the 12.5% March Cash Secured Convertible Notes due July 1, 2011 are no longer convertible into shares of issuer common stock, but instead represent the right to receive an amount equal to (i) the face amount of the note plus all accrued but unpaid interest payable pursuant to the note, divided by (ii) the conversion price of $3.00, multiplied by (iii) the merger consideration (or $10.00 per share).

8. Upon the consummation of the Merger, the 12.5% Secured Convertible Notes due July 1, 2011 are no longer convertible into shares of issuer common stock, but instead represent the right to receive an amount equal to (i) the face amount of the note plus all accrued but unpaid interest payable pursuant to the note, divided by (ii) the conversion price of $3.00, multiplied by (iii) the merger consideration (or $10.00 per share).

9. Mr. Harrington has dual voting and investment control over securities held by Tinkham Veale II Revocable Trust.

	Fred M. Powell, By Power of Attorney	03/02/2011
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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